FLINKBOX LIMITED, a company registered under the Laws of the Federal Republic of Nigeria (hereinafter referred to as “the Company” which expression shall where the context so admits include its successors-in-title and assigns) of the first part;
‘’Your’’ organisation, registered under the Laws of the Federal Republic of Nigeria (Hereinafter referred to as “the Advertiser” which expression shall where the context so admits include its successors-in-title and assigns) of the second part.
- The Company (FLINKBOX Limited) carries on the business of information technology and is the owner of a free mobile advertising site known as JOSTPAY.ME which transmits subscribed advertisers content to various parts of the country through the Internet;
- The Company offers advertising slots to small and medium-sized enterprises under the Company’s Advertisement Package (“the Package”) and the Advertiser has agreed to pay for the Package.
- The Package is an enterprise building initiative that allows advertisers get the most of their budget while reaching their actual target audience as it offers an evaluation report at the end of the advertising period through their respective Agent/s.
- The Parties hereby agree that their relationship shall be governed by the terms and conditions of this Agreement.
“JOSTPAY.ME” and ‘’the Advertiser’’ may be individually referred to as “the Party” or collectively referred to as “the Parties”.
BOTH PARTIES HEREBY AGREE AS FOLLOWS:
This Agreement shall commence on the date of execution of Campaign and shall continue for the entire duration of Campaign Length.
- ADVERTISING RATES
- The Company shall provide the Package to the Advertiser subject to the terms of this contract.
- The Company shall provide the Advertiser slot/s at the rate, period/ total views. as displayed on the JOSTPAY.ME website. Thus, the total number of advertising slots allotted to the Advertiser under this Agreement shall be which shall be utilized during the Term of this Agreement subject to the Fee/s being paid.
- Each advertising slot shall be for no less than 30 (Thirty) seconds.
- ADVERTISER’S OBLIGATIONS
- The Advertiser shall supply the Company with the Content to be aired on the Platform and by proceeding on this platform totally and absolutely indemnifies the Company of the nature of the contents utilized on the advertising slots under this Agreement, even if the Advertiser contracts the Company to develop content to be used for the advertisement; the development of which shall come at an additional cost to the Advertiser.
- The Advertiser represents and warrants that it owns all intellectual property rights in the Content and the Content shall not infringe on the any third party’s rights.
- The Advertiser represents and warrants that the Content shall not incorporate any third-party brand.
- The Advertiser hereby licenses the Content to the Company for broadcast on The Platform throughout the duration of this Agreement.
- The Advertiser shall indemnify and hold the Company harmless from and against any cost, damages or expenses including without limitation any reasonable attorney’s fees arising out of or in any way connected with such advertisement or representation
- THE COMPANY’S OBLIGATIONS
The Company shall:
- Ensure that the Advertiser’s adverts are aired in the manner agreed by the parties and as described in clause 2 above.
- Ensure that all actions incidental to the fulfillment of the terms of this Agreement are carried out diligently.
- Surrender to the Advertiser, all keywords used in connection with the advertisement, copies of recordings and all details provided, created or used in connection with the Advertiser’s Ad Post and shall not use same for any purpose without the prior written consent of the advertiser.
- Ensure that all information about the Advertiser in relation to its business operations which are disclosed to the Company for the purpose of fulfilling its obligations shall remain confidential throughout the term of this Agreement.
- INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights of the Advertiser shall at all times remain vested in the Advertiser and shall not be deemed transferred or transmitted to the company by virtue of any clause in this agreement.
In consideration of the Ad spots granted herein, the Advertiser shall pay the sum prescribed (“the Fee”) to the Company. The Fee shall become due immediately, upon the subscription of the Advertiser to a package on The Platform.
- RIGHT OF REFUSAL
- The Company reserves the right to refuse any material or content that does not conform in whole or part to every detail, instruction, method, and guidelines set in the Technical Specification given to the Advertiser of the Company.
- In addition, the Company may refuse the use of any content or material that deems to be inappropriate, violent, inciting, or undesirable in the interest of public safety and interest, PROVIDED THAT such refusal shall not be unreasonably withheld.
- In the event that the company chooses to exercise such refusal, it shall notify the advertiser in writing such refusal, and shall allow the advertiser 3 working days to rectify all such issues.
- LIMITATION ON DAMAGES
On no circumstance will the Company be liable to the Advertiser for any special or consequential damages whether based on breach of contract, tort or otherwise and whether or not the Advertiser has been advised of the possibility of such damage.
- This Agreement and its schedule(s)/ attachment(s) if any, supersedes and replaces any and all prior agreements, communications and understandings (both written and oral) regarding the subject matter. This Agreement and its schedule(s)/attachments(s) if any constitute the entire understanding between the Parties.
- This Agreement may only be modified by a written agreement duly signed and executed by the Parties.
- The Advertiser shall not assign or otherwise transfer all or any part of this Agreement without the prior written consent of the Company and vice versa.
- In the event that any part or portion of this Agreement is deemed to be invalid and unenforceable, by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect.
- The Advertiser hereby agrees to abide the Company’s Advertising Terms and Conditions. These terms and conditions are incorporated are attached to this Agreement.
- WARRANTIES BY THE PARTIES
- Both Parties warrant that they have the necessary power and approval to enter into this Advertising Agreement.
- Both Parties warrant that they are not aware of anything in their reasonable control which will or could have an adverse effect upon their ability to perform their respective obligations under this Advertising Agreement.
- The Company warrants that it will use only those means of advertising approved by the Advertiser in writing.
- The Advertiser undertakes to pause or stop all advertising on the express instruction of the Company either in writing, by phone call or even by text messages.
- The Advertiser undertakes to pay all Fees promptly and not to unreasonably withhold payment.
- The Company warrants that it will use only material expressly authorised and provided by the Company or entirely original material and will not willingly infringe the copyright of any third-party.
- The Company warrants that it will not use any false or misleading statements in their advertisements whether by statement, act, omission or implication.
- The Company agrees to indemnify and keep indemnified the Advertiser against any and all losses howsoever arising as a result of a breach of clause 10.6 and clause 10.7
- Both Parties warrant that they will not do anything to hinder or adversely affect the execution of the other Parties’ duties under the Agreement.
- Both Parties warrant that they will submit to the exclusive jurisdiction of the courts and legal system stated in clauses 19 and 20.
- The Company shall ensure that any confidential information or material which is obtained within the scope of this Advertising Agreement or in negotiation thereof is kept confidential.
- The Company undertakes that it shall not expose any confidential information except with the prior written consent of the Advertiser or if directed to do so by a competent Court provided always that such information has not previously entered the public domain by other means.
- The terms of clauses 8.1, 8.2, 8.3 shall apply indefinitely notwithstanding the termination of this Advertising Agreement.
Any variation to this Advertising Agreement shall be made in writing and signed by both Parties.
The rights and obligations of each Party under this Agreement are personal to the Parties and are not assignable without the prior written consent of the other Party.
Any notice served under this Advertising Agreement shall be made in writing and shall be considered served if it is handed to the other Party in person or delivered to the address provided above or any other such address as the Party being served may have notified as his address for service, including but not limited to electronic mails.
- NO PARTNERSHIP/AGENCY
Nothing in this Agreement shall be construed as creating a partnership or an agency relationship between the Parties.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original but which together shall constitute one document.
If at any time any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
- FORCE MAJEURE
- Neither the Advertiser nor the Company shall be liable for failure or delay in the performance of its obligations under this Agreement if such performance is hindered or delayed by the occurrence of an unforeseeable act or event beyond the reasonable control of the affected Party.
- In the event that a Party cannot perform its obligations due to an event of Force Majeure, it shall notify the other party in writing stating the details of the event or act constituting the Force Majeure, and the measures being adopted by it for the continued performance of such Party’s obligations under this Agreement, upon which such affected Party shall be excused from the performance of such obligations, until a reasonable period of time after the cessation of the Force Majeure event. The affected Party shall resume the performance of its obligations under this Agreement as soon as practicable after such event of Force Majeure has ceased.
- If the Force Majeure continues for a period exceeding ninety (90) consecutive days, the non-affected party may terminate this Agreement by written notice to the other party.
- This Agreement shall terminate on the occurrence upon fulfillment of each service rendered to the advertiser.
- GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the Laws of the Federal Republic of Nigeria.
- DISPUTE RESOLUTION
If a dispute arises between the Parties in connection with the terms, interpretation, implementation of this Agreement or its subject matter, the Parties in connection with the terms, interpretation, implementation of this Agreement or its subject matter, the Parties (with or without their legal representatives) shall meet within fourteen (14) business days of communication of dispute to amicably resolve the disputes among themselves.
If Parties fail to mutually resolve the dispute within fourteen (14) business days, the parties shall refer the dispute to multi-door court/s.
The Common Seal of FLINKBOX LIMITED is affixed in the presence of advertiser/s by signing on this platform.